Comparison of Corporate Governance Guidelines and Codes of Us and Uk with Indian Cg Guide Lines

 Comparison of Corporate Governance Guidelines and Codes of US and UK with Indian CG guide lines

1.The Corporate Objective & Mission of the Board of Directors

U.S

NYSE Investors expect that if a company’s shares are listed on the New York Stock Exchange, the company has complied with specified financial standards and disclosure policies developed and administered by the Exchange. In addition, consistent with the Exchange’s long-standing commitment to encourage high standards of corporate democracy, every listed company is expected to follow certain practices aimed at maintaining appropriate standards of corporate responsibility, integrity and accountability to shareholders. (§ 301.00) NACD The objective of the corporation (and therefore of its management and board of directors) is to conduct its business activities so as to enhance corporate profit and shareholder gain. In pursuing this corporate objective, the board’s role is to assume accountability for the success of the enterprise by taking responsibility for the management, in both failure and success. This means selecting a successful corporate management team, overseeing corporate strategy and performance, and acting as a resource for management in matters of planning and policy. (p. 1) Among the most important missions of the board is ensuring that shareholder value is both enhanced through corporate performance and protected through adequate internal financial controls.

UK

Boards of directors are responsible for the governance of their companies. …The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship. The board’s actions are subject to laws, regulations and the shareholders in general meeting. (p. 1) Every company should be headed by an effective board, which is collectively responsible for the long-term success of the company. (Main Principle A.1) The board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed. The board should set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance. The board should set the company’s values and standards and ensure that its obligations to its shareholders and others are understood and met. (Supporting Principle A.1)

India

The Board and top management should conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture for good decision-making. (§ 49.I.D 1b) The Board should provide the strategic guidance to the company, ensure effective monitoring of the management and should be accountable to the company and the shareholders. The Board should set a corporate culture and the values by which executives throughout a group will behave. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company andthe shareholders. (§ 49.I.D.3) See also Topic Heading I.B, below.